Acquisition Purchase Agreement Template for Nigeria

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Key Requirements PROMPT example:

Acquisition Purchase Agreement

"I need an Acquisition Purchase Agreement under Nigerian law for the purchase of 100% shares in a private technology company, with completion scheduled for March 2025 and including standard warranties and representations."

Document background
The Acquisition Purchase Agreement is a fundamental transaction document used in Nigerian business acquisitions to formalize and execute the purchase and sale of a business, shares, or assets. This document is essential when one entity seeks to acquire ownership or control of another entity or its assets in Nigeria. It must comply with Nigerian corporate law, particularly the Companies and Allied Matters Act 2020, and may require additional regulatory approvals depending on the transaction size and sector. The agreement typically includes detailed provisions on purchase price, payment mechanisms, warranties, indemnities, conditions precedent, and completion mechanics. It is particularly important in the Nigerian context as it must address specific local legal requirements, tax implications, and regulatory considerations while providing adequate protection for all parties involved in the transaction.
Suggested Sections

1. Parties: Identification of the buyer, seller, and any guarantors or other key parties to the agreement

2. Background: Context of the transaction and brief description of the business being acquired

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Sale and Purchase: Core transaction terms including what is being sold and purchased

5. Purchase Price: Consideration details, payment terms, and any price adjustment mechanisms

6. Conditions Precedent: Conditions that must be satisfied before completion can occur

7. Pre-Completion Obligations: Obligations of parties between signing and completion

8. Completion: Mechanics of closing the transaction, including timing and deliverables

9. Warranties: Seller's representations and warranties about the business

10. Limitations on Liability: Caps, thresholds, and time limits on warranty claims

11. Tax Covenant: Tax-related warranties and indemnities

12. Confidentiality: Provisions regarding confidential information and announcements

13. Post-Completion Obligations: Ongoing obligations after completion

14. Boilerplate Provisions: Standard legal provisions including governing law, notices, and entire agreement

Optional Sections

1. Employee Matters: Specific provisions dealing with employees and employment contracts - include if employees are being transferred

2. Intellectual Property: Detailed IP provisions - include if IP is a significant asset

3. Real Estate: Property-specific provisions - include if real estate is a material part of the transaction

4. Environmental Matters: Environmental warranties and indemnities - include for businesses with environmental risks

5. Competition/Antitrust: Specific provisions dealing with competition law approvals - include if transaction requires regulatory approval

6. Transitional Services: Details of post-completion services - include if seller will provide services post-completion

7. Non-Compete Provisions: Restrictions on seller's future activities - include if protecting goodwill is important

8. Earn-out Provisions: Details of contingent payments - include if part of purchase price is performance-based

Suggested Schedules

1. Purchase Price Calculation: Detailed methodology for calculating final purchase price

2. Properties: List and details of real estate assets

3. Intellectual Property Rights: Schedule of IP assets including registrations

4. Material Contracts: List and copies of key business contracts

5. Employees: List of employees and their key terms of employment

6. Tax Affairs: Details of tax positions and ongoing matters

7. Completion Deliverables: List of documents to be delivered at completion

8. Warranties: Detailed warranties about the business

9. Disclosure Letter: Exceptions and qualifications to warranties

10. Form of Transfer Documents: Templates for share transfer forms or other transfer documents

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Financial Services

Manufacturing

Technology

Real Estate

Energy

Healthcare

Retail

Agriculture

Telecommunications

Mining

Construction

Transportation

Education

Hospitality

Professional Services

Relevant Teams

Legal

Finance

Corporate Development

Mergers & Acquisitions

Strategy

Tax

Risk Management

Compliance

Corporate Secretariat

Treasury

Business Development

Relevant Roles

Chief Executive Officer

Chief Financial Officer

Chief Legal Officer

Managing Director

Corporate Lawyer

Finance Director

Investment Banker

Business Development Manager

Company Secretary

Mergers & Acquisitions Director

Corporate Finance Manager

Due Diligence Officer

Risk Manager

Strategy Director

Transaction Advisory Manager

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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